Common use of Representations and Warranties of Obligors Clause in Contracts

Representations and Warranties of Obligors. Each Obligor represents and warrants that (a) no Default or Event of Default exists under the Loan Documents, except for the Stipulated Defaults that are in existence on the date hereof; (b) subject to the existence of the Stipulated Defaults, the representations and warranties of Borrower contained in the Loan Documents were true and correct in all material respects when made and continue to be true and correct in all material respects on the date hereof; (c) the execution, delivery and performance by Obligors of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of Obligors and have been duly authorized by all necessary corporate action on the part of Obligors, do not require any approval or consent, or filing with, any governmental agency or authority, do not violate any provisions of any law, rule or regulation or any provision of any order, writ, judgment, injunction, decree, determination or award presently in effect in which either Obligor is named or any provision of the charter documents of either Obligor and do not result in a breach of or constitute a default under any agreement or instrument to which either Obligor is a party or by which it or any of its properties are bound; (d) this Agreement constitutes the legal, valid and binding obligation of each Obligor, enforceable against such Obligor in accordance with its terms; (e) each Obligor is entering into this Agreement freely and voluntarily with the advice of legal counsel of his or its own choosing; and (f) each Obligor has freely and voluntarily agreed to the releases, waivers and undertakings set forth in this Agreement.

Appears in 2 contracts

Samples: Extension Agreement, Extension Agreement (Lynch Corp)

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Representations and Warranties of Obligors. Each Obligor represents and warrants that (a) no Default or Event of Default exists under the Loan DocumentsFinancing Agreements, except for the Stipulated Defaults that are in existence on the date hereof; (b) subject to the existence of the Stipulated Defaults, the representations and warranties of Borrower Borrowers contained in the Loan Documents Financing Agreements were true and correct in all material respects when made and continue to be true and correct in all material respects on the date hereof, except for (i) representations and warranties that speak as of a specified earlier date, which remain true and correct in all material respects as of such earlier dated and (ii) changes in facts and circumstances permitted by the terms of the Financing Agreements; (c) the execution, delivery and performance by Obligors of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers or partnership power of Obligors each Obligor and have been duly authorized by all necessary corporate or partnership action on the part of Obligorseach Obligor, do not require any approval or consent, or filing with, any governmental agency or authority, do not violate any provisions of any law, rule or regulation or any provision of any order, writ, judgment, injunction, decree, determination or award presently in effect in which either Obligor any Borrower is named or any provision of the charter or partnership documents of either any Obligor and do not result in a breach of or constitute a default under any agreement or instrument to which either any Obligor is a party or by which it or any of its properties are bound; (d) this Agreement constitutes the legal, valid and binding obligation of each ObligorObligors, enforceable against such Obligor Obligors in accordance with its terms; (e) all Payroll Taxes required to be withheld from the wages of Borrowers' employees have been paid or deposited when due; (f) each Obligor is entering into this Agreement freely and voluntarily with the advice of legal counsel of his or its own choosing; and (fg) each Obligor has freely and voluntarily agreed to the releases, waivers and undertakings set forth in this Agreement.

Appears in 1 contract

Samples: Forbearance Agreement (Dyersburg Corp)

Representations and Warranties of Obligors. Each Obligor represents and warrants that (a) no Default or Event of Default exists under the Loan Documents, except for the Stipulated Defaults that are in existence on the date hereofAgreement; (b) subject to the existence of the Stipulated Defaults, the representations and warranties of Borrower Client contained in the Loan Documents Agreement were true and correct in all material respects when made and continue to be true and correct in all material respects on the date hereof; (c) the execution, delivery and performance by Obligors Client of this Agreement Amendment and the consummation of the transactions contemplated hereby are within the corporate powers power of Obligors Client and have been duly authorized by all necessary corporate action on the part of ObligorsClient, do not require any approval or consent, or filing with, any governmental agency or authority, do not violate any provisions of any law, rule or regulation or any provision of any order, writ, judgment, injunction, decree, determination or award presently in effect in which either Obligor Client is named or any provision of the charter documents of either Obligor Client and do not result in a breach of or constitute a default under any agreement or instrument to which either Obligor Client is a party or by which it or any of its properties are bound; (d) this Agreement Amendment constitutes the legal, valid and binding obligation of each ObligorObligors, enforceable against such Obligor Obligors in accordance with its terms; (e) all payroll taxes required to be withheld from the wages of Client’s employees have been paid or deposited when due; (f) each Obligor is entering into this Agreement Amendment freely and voluntarily with the advice of legal counsel of his or its own choosing; and (fg) each Obligor has freely and voluntarily agreed to the releases, waivers and undertakings set forth in this AgreementAmendment.

Appears in 1 contract

Samples: Non Notification Factoring and Security Agreement (Great American Group, Inc.)

Representations and Warranties of Obligors. Each Obligor represents and warrants that (a) no Default or Event of Default exists under the Loan DocumentsFinancing Agreements, except for the Stipulated Defaults that are in existence on the date hereof; (b) subject to the existence of the Stipulated Defaults, the representations and warranties of each Borrower contained in the Loan Documents Financing Agreements were true and correct in all material respects when made and continue to be true and correct in all material respects on the date hereof; (c) the execution, delivery and performance by Obligors each Borrower of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers power of Obligors such Borrower and have been duly authorized by all necessary corporate action on the part of Obligorssuch Borrower, do not require any approval or consent, or filing with, any governmental agency or authorityauthority (other than any disclosure to the SEC required under Applicable Law), to the knowledge of such Borrower, do not violate any provisions of any law, rule or regulation or any provision of any order, writ, judgment, injunction, decree, determination or award presently in effect in which either Obligor such Borrower is named or any provision of the charter documents of either Obligor such Borrower and do not result in a breach of or constitute a default under any agreement or instrument to which either Obligor such Borrower is a party or by which it or any of its properties are bound; (d) this Agreement constitutes the legal, valid and binding obligation of each ObligorObligors, enforceable against such Obligor Obligors in accordance with its terms; (e) all Payroll Taxes required to be withheld from the wages of each Obligor Borrower's employees have been paid or deposited when due; (f) each is entering into this Agreement freely and voluntarily with the advice of legal counsel of his or its own choosing; (g) all sales taxes, intangibles taxes and property taxes have been paid as and when due, and (fh) each Obligor has freely and voluntarily agreed to the releases, waivers and undertakings set forth in this Agreement.

Appears in 1 contract

Samples: Forbearance and Amendment Agreement (Imperial Industries Inc)

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Representations and Warranties of Obligors. Each Obligor represents and warrants that (a) no Default or Event of Default exists under the Loan DocumentsFinancing Agreements, except for the Stipulated Defaults that are in existence on the date hereofDefaults; (b) subject to the existence of the Stipulated Defaults, the representations and warranties of Borrower Borrowers contained in the Loan Documents Financing Agreements were true and correct in all material respects when made and continue to be true and correct in all material respects on the date hereof, except for (i) representations and warranties that speak as of a specified earlier date, which remain true and correct in all material respects as of such earlier dated and (ii) changes in facts and circumstances permitted by the terms of the Financing Agreements; (c) the execution, delivery and performance by Obligors of this Agreement Amendment and the consummation of the transactions contemplated hereby are within the corporate powers or partnership power of Obligors each Obligor and have been duly authorized by all necessary corporate or partnership action on the part of Obligorseach Obligor, do not require any approval or consent, or filing with, any governmental agency or authority, do not violate any provisions of any law, rule or regulation or any provision of any order, writ, judgment, injunction, decree, determination or award presently in effect in which either any Obligor is named or any provision of the charter or partnership documents of either any Obligor and do not result in a breach of or constitute a default under any agreement or instrument to which either any Obligor is a party or by which it or any of its properties are bound; (d) this Agreement Amendment constitutes the legal, valid and binding obligation of each ObligorObligors, enforceable against such Obligor Obligors in accordance with its terms; (e) all Payroll Taxes required to be withheld from the wages of Borrowers' employees have been paid or deposited when due; (f) each Obligor is entering into this Agreement Amendment freely and voluntarily with the advice of legal counsel of his or its own choosing; and (fg) each Obligor has freely and voluntarily agreed to the releases, waivers and undertakings set forth in this AgreementAmendment.

Appears in 1 contract

Samples: Forbearance Agreement (Dyersburg Corp)

Representations and Warranties of Obligors. Each Obligor represents and warrants that (a) no Default or Event of Default exists under the Loan Documents, except for the Stipulated Defaults that are in existence on the date hereof; (b) subject to the existence of the Stipulated Defaults, the representations and warranties of Borrower contained in the Loan Documents were true and correct in all material respects when made and continue to be true and correct in all material respects on the date hereof; (c) the execution, delivery and performance by Obligors of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of Obligors and have been duly authorized by all necessary corporate action on the part of Obligors, do not require any approval or consent, or filing with, any governmental agency or authority, do not violate any provisions of any law, rule or regulation or any provision of any order, writ, judgment, injunction, decree, determination or award presently in effect in which either Obligor is named or any provision of the charter documents of either Obligor and do not result in a breach of or constitute a default under any agreement or instrument to which either Obligor is a party or by which it or any of its properties are bound; (d) this Agreement constitutes the legal, valid and binding obligation of each Obligor, enforceable against such Obligor in accordance with its terms; (e) all Payroll Taxes required to be withheld from the wages of Borrower's employees have been paid or deposited when due; (f) each Obligor is entering into this Agreement freely and voluntarily with the advice of legal counsel of his or its own choosing; and (fg) each Obligor has freely and voluntarily agreed to the releases, waivers and undertakings set forth in this Agreement.

Appears in 1 contract

Samples: Extension Agreement (Lynch Corp)

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